EXHIBIT 8
FORM OF
INSIGHT PREMIER FUNDS
CUSTODY AGREEMENT
AGREEMENT dated as of ____________________, 1996,
among each of the mutual funds listed on Appendix A hereto
(each referred to herein as the "Fund", each of which is
acting on its own behalf and not on behalf of any other
Fund), each Fund being a business trust or series thereof
organized under the laws of the Commonwealth of
Massachusetts, having its principal office and place of
business at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and BOSTON SAFE DEPOSIT AND
TRUST COMPANY (the "Custodian"), a Massachusetts trust
company with its principal place of business at ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
That for and in consideration of the mutual promises
hereinafter set forth, the Fund and the Custodian agree as
follows:
1. Definitions.
Whenever used in this Agreement or in any Schedules to
this Agreement, the following words and phrases, unless the
context otherwise requires, shall have the following
meanings:
(a) "Affiliated Person" shall have the meaning of the term
within Section 2(a)3 of the 1940 Act.
(b) "Authorized Person" shall be deemed to include the
Chairman of the Board of Trustees, the President, and any
Vice President, the Secretary, the Treasurer or any other
person, whether or not any such person is an officer or
employee of the Fund, duly authorized by the Board of
Trustees of the Fund to give Oral Instructions and Written
Instructions on behalf of the Fund and listed in the
certification annexed hereto as Appendix B or such other
certification as may be received by the Custodian from time
to time.
(c) "Book-Entry System" shall mean the Federal
Reserve/Treasury book-entry system for United States and
federal agency Securities, its successor or successors and
its nominee or nominees.
(d) "Business Day" shall mean any day on which the Fund,
the Custodian, the Book-Entry System and appropriate
clearing corporation(s) are open for business.
(e) "Certificate" shall mean any notice, instruction or
other instrument in writing, authorized or required by this
Agreement to be given to the Custodian, which is actually
received by the Custodian and signed on behalf of the Fund
by any two Authorized Persons or any two officers thereof.
(f) "Master Trust Agreement" shall mean the Master Trust
Agreement of the Fund dated _____________ , 19___ as the
same may be amended from time to time.
(g) "Depository" shall mean The Depository Trust Company
("DTC"), a clearing agency registered with the Securities
and Exchange Commission under Section 17(a) of the
Securities Exchange Act of 1934, as amended, its successor
or successors and its nominee or nominees, in which the
Custodian is hereby specifically authorized to make
deposits. The term "Depository" shall further mean and
include any other person to be named in a Certificate
authorized to act as a depository under the 1940 Act, its
successor or successors and its nominee or nominees.
(h) "Money Market Security" shall be deemed to include,
without limitation, debt obligations issued or guaranteed as
to interest and principal by the government of the United
States or agencies or instrumentalities thereof ("U.S.
government securities"), commercial paper, bank certificates
of deposit, bankers' acceptances and short-term corporate
obligations, where the purchase or sale of such securities
normally requires settlement in federal funds on the same
day as such purchase or sale, and repurchase and reverse
repurchase agreements with respect to any of the foregoing
types of securities.
(i) "Oral Instructions" shall mean verbal instructions
actually received by the Custodian from a person reasonably
believed by the Custodian to be an Authorized Person.
(j) "Prospectus" shall mean the Fund's current prospectus
and statement of additional information relating to the
registration of the Fund's Shares under the Securities Act
of 1933, as amended.
(k) "Shares" refers to shares of [beneficial
interest]common stock, $ [no] par value per share [and
the shares of cumulative preferred stock, $____ par value
per share], of the Fund.
(l) "Security" or "Securities" shall be deemed to include
bonds, debentures, notes, stocks, shares, evidences of
indebtedness, and other securities, commodities interests
and investments from time to time owned by the Fund.
(m) "Transfer Agent" shall mean the person which performs
the transfer agent, dividend disbursing agent and
shareholder servicing agent functions for the Fund.
(n) "Written Instructions" shall mean a written
communication actually received by the Custodian from a
person reasonably believed by the Custodian to be an
Authorized Person by any system, including, without
limitation, electronic transmissions, facsimile and telex.
(o) The "1940 Act" refers to the Investment Company Act of
1940, and the Rules and Regulations thereunder, all as
amended from time to time.
2. Appointment of Custodian.
(a) The Fund hereby constitutes and appoints the Custodian
as custodian of all the Securities and monies at the time
owned by or in the possession of the Fund during the period
of this Agreement.
(b) The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as
hereinafter set forth.
3. Compensation.
(a) The Custodian shall be entitled to receive, and the
Fund agrees to pay to the Custodian, such compensation as
may be agreed upon from time to time between the Custodian
and the Fund. The Custodian may charge against any monies
held on behalf of the Fund pursuant to this Agreement such
compensation and any expenses incurred by the Custodian in
the performance of its duties pursuant to this Agreement.
The Custodian shall also be entitled to charge against any
money held on behalf of the Fund pursuant to this Agreement
the amount of any loss, damage, liability or expense
incurred with respect to the Fund, including counsel fees,
for which it shall be entitled to reimbursement under the
provisions of this Agreement. The expenses which the
Custodian may charge against such account include, but are
not limited to, the expenses of sub-custodians and foreign
branches of the Custodian incurred in settling transactions
outside of Boston, Massachusetts or New York City, New York
involving the purchase and sale of Securities.
(b) The Fund will compensate the Custodian for its
services rendered under this Agreement in accordance with
the fees set forth in the Fee Schedule annexed hereto as
Schedule A and incorporated herein. Such Fee Schedule does
not include out-of-pocket disbursements of the Custodian for
which the Custodian shall be entitled to ▇▇▇▇ separately.
Out-of-pocket disbursements shall include, but shall not be
limited to, the items specified in the Schedule of Out-of-
Pocket charges annexed hereto as Schedule B and incorporated
herein, which schedule may be modified by the Custodian upon
not less than thirty days prior written notice to the Fund.
(c) Any compensation agreed to hereunder may be adjusted
from time to time by attaching to Schedule A of this
Agreement a revised Fee Schedule, dated and signed by an
Authorized Person or authorized representative of each party
hereto.
(d) The Custodian will ▇▇▇▇ the Fund as soon as
practicable after the end of each calendar month, and said
▇▇▇▇▇▇▇▇ will be detailed in accordance with Schedule A, as
amended from time to time. The Fund will promptly pay to
the Custodian the amount of such billing.
4. Custody of Cash and Securities.
(a) Receipt and Holding of Assets.
The Fund will deliver or cause to be delivered to the
Custodian all Securities and monies owned by it at any time
during the period of this Agreement. The Custodian will not
be responsible for such Securities and monies until actually
received by it. The Fund shall instruct the Custodian from
time to time in its sole discretion, by means of Written
Instructions, or, in connection with the purchase or sale of
Money Market Securities, by means of Oral Instructions
confirmed in writing in accordance with Section 11(h) hereof
or Written Instructions, as to the manner in which and in
what amounts Securities and monies are to be deposited on
behalf of the Fund in the Book-Entry System or the
Depository; provided, however, that prior to the deposit of
Securities of the Fund in the Book-Entry System or the
Depository, including a deposit in connection with the
settlement of a purchase or sale, the Custodian shall have
received a Certificate specifically approving such deposits
by the Custodian in the Book-Entry System or the Depository.
Securities and monies of the Fund deposited in the Book-
Entry System or the Depository will be represented in
accounts which include only assets held by the Custodian for
customers, including but not limited to accounts for which
the Custodian acts in a fiduciary or representative
capacity.
(b) Accounts and Disbursements. The Custodian shall
establish and maintain a separate account for the Fund and
shall credit to the separate account all monies received by
it for the account of such Fund and shall disburse the same
only:
1. In payment for Securities purchased for the Fund, as
provided in Section 5 hereof;
2. In payment of dividends or distributions with respect
to the Shares, as provided in Section 7 hereof;
3. In payment of original issue or other taxes with
respect to the Shares, as provided in Section 8 hereof;
4. In payment for Shares which have been redeemed by the
Fund, as provided in Section 8 hereof;
5. Pursuant to Written Instructions setting forth the
name and address of the person to whom the payment is to be
made, the amount to be paid and the purpose for which
payment is to be made, provided that in the event of
disbursements pursuant to this sub-section 4(b)(5), the Fund
shall indemnify and hold the Custodian harmless from any
claims or losses arising out of such disbursements in
reliance on such Written Instructions which it, in good
faith, believes to be received from duly Authorized Persons;
or
6. In payment of fees and in reimbursement of the
expenses and liabilities of the Custodian attributable to
the Fund, as provided in Sections 3 and 11(i).
(c) Confirmation and Statements. Promptly after the close
of business on each day, the Custodian shall furnish the
Fund with confirmations and a summary of all transfers to or
from the account of the Fund during said day. Where
securities purchased by the Fund are in a fungible bulk of
securities registered in the name of the Custodian (or its
nominee) or shown on the Custodian's account on the books of
the Depository or the Book-Entry System, the Custodian shall
by book entry or otherwise identify the quantity of those
securities belonging to the Fund. At least monthly, the
Custodian shall furnish the Fund with a detailed statement
of the Securities and monies held for the Fund under this
Agreement.
(d) Registration of Securities and Physical Separation.
All Securities held for the Fund which are issued or
issuable only in bearer form, except such Securities as are
held in the Book-Entry System, shall be held by the
Custodian in that form; all other Securities held for the
Fund may be registered in the name of the Fund, in the name
of the Custodian, in the name of any duly appointed
registered nominee of the Custodian as the Custodian may
from time to time determine, or in the name of the Book-
Entry System or the Depository or their successor or
successors, or their nominee or nominees. The Fund reserves
the right to instruct the Custodian as to the method of
registration and safekeeping of the Securities. The Fund
agrees to furnish to the Custodian appropriate instruments
to enable the Custodian to hold or deliver in proper form
for transfer, or to register in the name of its registered
nominee or in the name of the Book-Entry System or the
Depository, any Securities which it may hold for the account
of the Fund and which may from time to time be registered in
the name of the Fund. The Custodian shall hold all such
Securities specifically allocated to the Fund which are not
held in the Book-Entry System or the Depository in a
separate account for the Fund in the name of the Fund
physically segregated at all times from those of any other
person or persons.
(e) Segregated Accounts. Upon receipt of a Written
Instruction the Custodian will establish segregated accounts
on behalf of the Fund to hold liquid or other assets as it
shall be directed by a Written Instruction and shall
increase or decrease the assets in such segregated accounts
only as it shall be directed by subsequent Written
Instruction.
(f) Collection of Income and Other Matters Affecting
Securities. Unless otherwise instructed to the contrary by
a Written Instruction, the Custodian by itself, or through
the use of the Book-Entry System or the Depository with
respect to Securities therein deposited, shall with respect
to all Securities held for the Fund in accordance with this
Agreement:
1. Collect all income due or payable;
2. Present for payment and collect the amount payable
upon all Securities which may mature or be called, redeemed,
retired or otherwise become payable. Notwithstanding the
foregoing, the Custodian shall have no responsibility to the
Fund for monitoring or ascertaining any call, redemption or
retirement dates with respect to put bonds which are owned
by the Fund and held by the Custodian or its nominees. Nor
shall the Custodian have any responsibility or liability to
the Fund for any loss by the Fund for any missed payments or
other defaults resulting therefrom; unless the Custodian
received timely notification from the Fund specifying the
time, place and manner for the presentment of any such put
bond owned by the Fund and held by the Custodian or its
nominee. The Custodian shall not be responsible and assumes
no liability to the Fund for the accuracy or completeness of
any notification the Custodian may furnish to the Fund with
respect to put bonds;
3. Surrender Securities in temporary form for definitive
Securities;
4. Execute any necessary declarations or certificates of
ownership under the Federal income tax laws or the laws or
regulations of any other taxing authority now or hereafter
in effect; and
5. Hold directly, or through the Book-Entry System or the
Depository with respect to Securities therein deposited, for
the account of the Fund all rights and similar Securities
issued with respect to any Securities held by the Custodian
hereunder for the Fund.
(g) Delivery of Securities and Evidence of Authority.
Upon receipt of a Written Instruction and not otherwise,
except for subparagraphs 5, 6, 7, and 8 of this section 4(g)
which may be effected by Oral or Written Instructions, the
Custodian, directly or through the use of the Book-Entry
System or the Depository, shall:
1. Execute and deliver or cause to be executed and
delivered to such persons as may be designated in such
Written Instructions, proxies, consents, authorizations, and
any other instruments whereby the authority of the Fund as
owner of any Securities may be exercised;
2. Deliver or cause to be delivered any Securities held
for the Fund in exchange for other Securities or cash issued
or paid in connection with the liquidation, reorganization,
refinancing, merger, consolidation or recapitalization of
any corporation, or the exercise of any conversion
privilege;
3. Deliver or cause to be delivered any Securities held
for the Fund to any protective committee, reorganization
committee or other person in connection with the
reorganization, refinancing, merger, consolidation or
recapitalization or sale of assets of any corporation, and
receive and hold under the terms of this Agreement in the
separate account for the Fund such certificates of deposit,
interim receipts or other instruments or documents as may be
issued to it to evidence such delivery;
4. Make or cause to be made such transfers or exchanges
of the assets specifically allocated to the separate account
of the Fund and take such other steps as shall be stated in
Written Instructions to be for the purpose of effectuating
any duly authorized plan of liquidation, reorganization,
merger, consolidation or recapitalization of the Fund;
5. Deliver Securities upon sale of such Securities for
the account of the Fund pursuant to Section 5;
6. Deliver Securities upon the receipt of payment in
connection with any repurchase agreement related to such
Securities entered into by the Fund;
7. Deliver Securities owned by the Fund to the issuer
thereof or its agent when such Securities are called,
redeemed, retired or otherwise become payable; provided,
however, that in any such case the cash or other
consideration is to be delivered to the Custodian.
Notwithstanding the foregoing, the Custodian shall have no
responsibility to the Fund for monitoring or ascertaining
any call, redemption or retirement dates with respect to the
put bonds which are owned by the Fund and held by the
Custodian or its nominee. Nor shall the Custodian have any
responsibility or liability to the Fund for any loss by the
Fund for any missed payment or other default resulting
therefrom; unless the Custodian received timely notification
from the Fund specifying the time, place and manner for the
presentment of any such put bond owned by the Fund and held
by the Custodian or its nominee. The Custodian shall not be
responsible and assumes no liability to the Fund for the
accuracy or completeness of any notification the Custodian
may furnish to the Fund with respect to put bonds;
8. Deliver Securities for delivery in connection with any
loans of Securities made by the Fund but only against
receipt of adequate collateral as agreed upon from time to
time by the Custodian and the Fund which may be in the form
of cash or U.S. government securities or a letter of credit;
9. Deliver Securities for delivery as security in
connection with any borrowings by the Fund requiring a
pledge of Fund assets, but only against receipt of amounts
borrowed;
10. Deliver Securities upon receipt of Written
Instructions from the Fund for delivery to the Transfer
Agent or to the holders of Shares in connection with
distributions in kind, as may be described from time to time
in the Fund's Prospectus, in satisfaction of requests by
holders of Shares for repurchase or redemption;
11. Deliver Securities as collateral in connection with
short sales by the Fund of common stock for which the Fund
owns the stock or owns preferred stocks or debt securities
convertible or exchangeable, without payment or further
consideration, into shares of the common stock sold short;
12. Deliver Securities for any purpose expressly permitted
by and in accordance with procedures described in the Fund's
Prospectus; and
13. Deliver Securities for any other proper business
purpose, but only upon receipt of, in addition to Written
Instructions, a certified copy of a resolution of the Board
of Directors signed by an Authorized Person and certified by
the Secretary of the Fund, specifying the Securities to be
delivered, setting forth the purpose for which such delivery
is to be made, declaring such purpose to be a proper
business purpose, and naming the person or persons to whom
delivery of such Securities shall be made.
(h) Endorsement and Collection of Checks, Etc. The
Custodian is hereby authorized to endorse and collect all
checks, drafts or other orders for the payment of money
received by the Custodian for the account of the Fund.
5. Purchase and Sale of Investments of the Fund.
(a) Promptly after each purchase of Securities for the
Fund, the Fund shall deliver to the Custodian (i) with
respect to each purchase of Securities which are not Money
Market Securities, a Written Instruction, and (ii) with
respect to each purchase of Money Market Securities, either
a Written Instruction or Oral Instruction, in either case
specifying with respect to each purchase: (1) the name of
the issuer and the title of the Securities; (2) the number
of shares or the principal amount purchased and accrued
interest, if any; (3) the date of purchase and settlement;
(4) the purchase price per unit; (5) the total amount
payable upon such purchase; (6) the name of the person from
whom or the broker through whom the purchase was made, if
any; (7) whether or not such purchase is to be settled
through the Book-Entry System or the Depository; and (8)
whether the Securities purchased are to be deposited in the
Book-Entry System or the Depository. The Custodian shall
receive the Securities purchased by or for the Fund and upon
receipt of Securities shall pay out of the monies held for
the account of the Fund the total amount payable upon such
purchase, provided that the same conforms to the total
amount payable as set forth in such Written or Oral
Instruction.
(b) Promptly after each sale of Securities of the Fund,
the Fund shall deliver to the Custodian (i) with respect to
each sale of Securities which are not Money Market
Securities, a Written Instruction, and (ii) with respect to
each sale of Money Market Securities, either Written
Instruction or Oral Instructions, in either case specifying
with respect to such sale: (1) the name of the issuer and
the title of the Securities; (2) the number of shares or
principal amount sold, and accrued interest, if any; (3) the
date of sale; (4) the sale price per unit; (5) the total
amount payable to the Fund upon such sale; (6) the name of
the broker through whom or the person to whom the sale was
made; and (7) whether or not such sale is to be settled
through the Book-Entry System or the Depository. The
Custodian shall deliver or cause to be delivered the
Securities to the broker or other person designated by the
Fund upon receipt of the total amount payable to the Fund
upon such sale, provided that the same conforms to the total
amount payable to the Fund as set forth in such Written or
Oral Instruction. Subject to the foregoing, the Custodian
may accept payment in such form as shall be satisfactory to
it, and may deliver Securities and arrange for payment in
accordance with the customs prevailing among dealers in
Securities.
6. Lending of Securities.
If the Fund is permitted by the terms of the Master
Trust Agreement and as disclosed in its Prospectus to lend
securities, within 24 hours before each loan of Securities,
the Fund shall deliver to the Custodian a Written
Instruction specifying with respect to each such loan: (a)
the name of the issuer and the title of the Securities; (b)
the number of shares or the principal amount loaned; (c) the
date of loan and delivery; (d) the total amount to be
delivered to the Custodian, and specifically allocated
against the loan of the Securities, including the amount of
cash collateral and the premium, if any, separately
identified; (e) the name of the broker, dealer or financial
institution to which the loan was made; and (f) whether the
Securities loaned are to be delivered through the Book-Entry
System or the Depository.
Promptly after each termination of a loan of
Securities, the Fund shall deliver to the Custodian a
Written Instruction specifying with respect to each such
loan termination and return of Securities: (a) the name of
the issuer and the title of the Securities to be returned;
(b) the number of shares or the principal amount to be
returned; (c) the date of termination; (d) the total amount
to be delivered by the Custodian (including the cash
collateral for such Securities minus any offsetting credits
as described in said Written Instruction); (e) the name of
the broker, dealer or financial institution from which the
Securities will be returned; and (f) whether such return is
to be effected through the Book-Entry System or the
Depository. The Custodian shall receive all Securities
returned from the broker, dealer or financial institution to
which such Securities were loaned and upon receipt thereof
shall pay the total amount payable upon such return of
Securities as set forth in the Written Instruction.
Securities returned to the Custodian shall be held as they
were prior to such loan.
7. Payment of Dividends or Distributions.
(a) The Fund shall furnish to the Custodian the vote of
the Board of Trustees of the Fund certified by the Secretary
(i) authorizing the declaration of distributions on a
specified periodic basis and authorizing the Custodian to
rely on Oral or Written Instructions specifying the date of
the declaration of such distribution, the date of payment
thereof, the record date as of which shareholders entitled
to payment shall be determined, the amount payable per share
to the shareholders of record as of the record date and the
total amount payable to the Transfer Agent on the payment
date, or (ii) setting forth the date of declaration of any
distribution by the Fund, the date of payment thereof, the
record date as of which shareholders entitled to payment
shall be determined, the amount payable per share to the
shareholders of record as of the record date and the total
amount payable to the Transfer Agent on the payment date.
(b) Upon the payment date specified in such vote, Oral
Instructions or Written Instructions, as the case may be,
the Custodian shall pay out the total amount payable to the
Transfer Agent of the Fund.
8. Sale and Redemption of Shares of the Fund.
(a) Whenever the Fund shall sell any Shares, the Fund
shall deliver or cause to be delivered to the Custodian a
Written Instruction duly specifying:
1. The number of Shares sold, trade date, and price; and
2. The amount of money to be received by the Custodian
for the sale of such Shares.
The Custodian understands and agrees that Written
Instructions may be furnished subsequent to the purchase of
Shares and that the information contained therein will be
derived from the sales of Shares as reported to the Fund by
the Transfer Agent.
(b) Upon receipt of money from the Transfer Agent, the
Custodian shall credit such money to the separate account of
the Fund.
(c) Upon issuance of any Shares in accordance with the
foregoing provisions of this Section 8, the Custodian shall
pay all original issue or other taxes required to be paid in
connection with such issuance upon the receipt of a Written
Instruction specifying the amount to be paid.
(d) Except as provided hereafter, whenever any Shares are
redeemed, the Fund shall cause the Transfer Agent to
promptly furnish to the Custodian Written Instructions,
specifying:
1. The number of Shares redeemed; and
2. The amount to be paid for the Shares
redeemed.
The Custodian further understands that the information
contained in such Written Instructions will be derived from
the redemption of Shares as reported to the Fund by the
Transfer Agent.
(e) Upon receipt from the Transfer Agent of advice setting
forth the number of Shares received by the Transfer Agent
for redemption and that such Shares are valid and in good
form for redemption, the Custodian shall make payment to the
Transfer Agent of the total amount specified in a Written
Instruction issued pursuant to paragraph (d) of this Section
8.
(f) Notwithstanding the above provisions regarding the
redemption of Shares, whenever such Shares are redeemed
pursuant to any check redemption privilege which may from
time to time be offered by the Fund, the Custodian, unless
otherwise instructed by a Written Instruction shall, upon
receipt of advice from the Fund or its agent stating that
the redemption is in good form for redemption in accordance
with the check redemption procedure, honor the check
presented as part of such check redemption privilege out of
the monies specifically allocated to the Fund in such advice
for such purpose.
9. Indebtedness.
(a) The Fund will cause to be delivered to the Custodian
by any bank (excluding the Custodian) from which the Fund
borrows money for temporary administrative or emergency
purposes using Securities as collateral for such borrowings,
a notice or undertaking in the form currently employed by
any such bank setting forth the amount which such bank will
loan to the Fund against delivery of a stated amount of
collateral. The Fund shall promptly deliver to the
Custodian Written Instructions stating with respect to each
such borrowing: (1) the name of the bank; (2) the amount
and terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory note, duly
endorsed by the Fund, or other loan agreement; (3) the time
and date, if known, on which the loan is to be entered into
(the "borrowing date"); (4) the date on which the loan
becomes due and payable; (5) the total amount payable to the
Fund on the borrowing date; (6) the market value of
Securities to be delivered as collateral for such loan,
including the name of the issuer, the title and the number
of shares or the principal amount of any particular
Securities; (7) whether the Custodian is to deliver such
collateral through the Book-Entry System or the Depository;
and (8) a statement that such loan is in conformance with
the 1940 Act and the Fund's Prospectus.
(b) Upon receipt of the Written Instruction referred to in
subparagraph (a) above, the Custodian shall deliver on the
borrowing date the specified collateral and the executed
promissory note, if any, against delivery by the lending
bank of the total amount of the loan payable, provided that
the same conforms to the total amount payable as set forth
in the Written Instruction. The Custodian may, at the
option of the lending bank, keep such collateral in its
possession, but such collateral shall be subject to all
rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Custodian shall
deliver as additional collateral in the manner directed by
the Fund from time to time such Securities as may be
specified in Written Instruction to collateralize further
any transaction described in this Section 9. The Fund shall
cause all Securities released from collateral status to be
returned directly to the Custodian, and the Custodian shall
receive from time to time such return of collateral as may
be tendered to it. In the event that the Fund fails to
specify in Written Instruction all of the information
required by this Section 9, the Custodian shall not be under
any obligation to deliver any Securities. Collateral
returned to the Custodian shall be held hereunder as it was
prior to being used as collateral.
10. Persons Having Access to Assets of the Fund.
(a) No trustee or agent of the Fund, and no officer,
director, employee or agent of the Fund's investment
adviser, of any sub-investment adviser of the Fund, or of
the Fund's administrator, shall have physical access to the
assets of the Fund held by the Custodian or be authorized or
permitted to withdraw any investments of the Fund, nor shall
the Custodian deliver any assets of the Fund to any such
person. No officer, director, employee or agent of the
Custodian who holds any similar position with the Fund's
investment adviser, with any sub-investment adviser of the
Fund or with the Fund's administrator shall have access to
the assets of the Fund.
(b) Nothing in this Section 10 shall prohibit any duly
authorized officer, employee or agent of the Fund, or any
duly authorized officer, director, employee or agent of the
investment adviser, of any sub-investment adviser of the
Fund or of the Fund's administrator, from giving Oral
Instructions or Written Instructions to the Custodian or
executing a Certificate so long as it does not result in
delivery of or access to assets of the Fund prohibited by
paragraph (a) of this Section 10.
11. Concerning the Custodian.
(a) Standard of Conduct. Notwithstanding any other
provision of this Agreement, neither the Custodian nor its
nominee shall be liable for any loss or damage, including
counsel fees, resulting from its action or omission to act
or otherwise, except for any such loss or damage arising out
of the gross negligence or willful misconduct of the
Custodian or any of its employees, sub-custodians or agents.
The Custodian may, with respect to questions of law, apply
for and obtain the advice and opinion of counsel to the Fund
or of its own counsel, at the expense of the Fund, and shall
be fully protected with respect to anything done or omitted
by it in good faith in conformity with such advice or
opinion. The Custodian shall not be liable to the Fund for
any loss or damage resulting from the use of the Book-Entry
System or the Depository.
(b) Limit of Duties. Without limiting the generality of
the foregoing, the Custodian shall be under no duty or
obligation to inquire into, and shall not be liable for:
1. The validity of the issue of any Securities purchased
by the Fund, the legality of the purchase thereof, or the
propriety of the amount paid therefor;
2. The legality of the sale of any Securities by the Fund
or the propriety of the amount for which the same are sold;
3. The legality of the issue or sale of any Shares, or
the sufficiency of the amount to be received therefor;
4. The legality of the redemption of any Shares, or the
propriety of the amount to be paid therefor;
5. The legality of the declaration or payment of any
distribution of the Fund;
6. The legality of any borrowing for temporary or
emergency administrative purposes.
(c) No Liability Until Receipt. The Custodian shall not
be liable for, or considered to be the Custodian of, any
money, whether or not represented by any check, draft, or
other instrument for the payment of money, received by it on
behalf of the Fund until the Custodian actually receives and
collects such money directly or by the final crediting of
the account representing the Fund's interest in the Book-
Entry System or the Depository.
(d) Amounts Due from Transfer Agent. The Custodian shall
not be under any duty or obligation to take action to effect
collection of any amount due to the Fund from the Transfer
Agent nor to take any action to effect payment or
distribution by the Transfer Agent of any amount paid by the
Custodian to the Transfer Agent in accordance with this
Agreement.
(e) Collection Where Payment Refused. The Custodian shall
not be under any duty or obligation to take action to effect
collection of any amount, if the Securities upon which such
amount is payable are in default, or if payment is refused
after due demand or presentation, unless and until (i) it
shall be directed to take such action by a Certificate and
(ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with
any such action.
(f) Appointment of Agents and Sub-Custodians. The
Custodian may appoint one or more banking institutions,
including but not limited to banking institutions located in
foreign countries, to act as Depository or Depositories or
as sub-custodian or as sub-custodians of Securities and
monies at any time owned by the Fund. The Custodian shall
use reasonable care in selecting a Depository and/or sub-
custodian located in a country other than the United States
("Foreign Sub-Custodian"), and shall oversee the maintenance
of any Securities or monies of the Fund by any Foreign Sub-
Custodian. In addition, the Custodian shall hold the Fund
harmless from, and indemnify the Fund against, any loss that
occurs as a result of the failure of any Foreign Sub-
Custodian to exercise reasonable care with respect to the
safekeeping of Securities and monies of the Fund.
Notwithstanding the generality of the foregoing, however,
the Custodian shall not be liable for any losses resulting
from or caused by events or circumstances beyond its
reasonable control, including, but not limited to, losses
resulting from nationalization, expropriation, devaluation,
revaluation, confiscation, seizure, cancellation,
destruction or similar action by any governmental authority,
de facto or de jure; or enactment, promulgation, imposition
or enforcement by any such governmental authority of
currency restrictions, exchange controls, taxes, levies or
other charges affecting the Fund's property; or acts of war,
terrorism, insurrection or revolution; or any other similar
act or event beyond the Custodian's or its agent's control.
This Section shall survive the termination of this
Agreement.
(g) No Duty to Ascertain Authority. The Custodian shall
not be under any duty or obligation to ascertain whether any
Securities at any time delivered to or held by it for the
Fund are such as may properly be held by the Fund under the
provisions of the Master Trust Agreement and the Prospectus.
(h) Reliance on Certificates and Instructions. The
Custodian shall be entitled to rely upon any Certificate,
notice or other instrument in writing received by the
Custodian and reasonably believed by the Custodian to be
genuine and to be signed by an officer or Authorized Person
of the Fund. The Custodian shall be entitled to rely upon
any Written Instructions or Oral Instructions actually
received by the Custodian pursuant to the applicable
Sections of this Agreement and reasonably believed by the
Custodian to be genuine and to be given by an Authorized
Person. The Fund agrees to forward to the Custodian Written
Instructions from an Authorized Person confirming such Oral
Instructions in such manner so that such Written
Instructions are received by the Custodian, whether by hand
delivery, telex or otherwise, by the close of business on
the same day that such Oral Instructions are given to the
Custodian. The Fund agrees that the fact that such
confirming instructions are not received by the Custodian
shall in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the
Fund. The Fund agrees that the Custodian shall incur no
liability to the Fund in acting upon Oral Instructions given
to the Custodian hereunder concerning such transactions
provided such instructions reasonably appear to have been
received from a duly Authorized Person.
(i) Overdraft Facility and Security for Payment. In the
event that the Custodian is directed by Written Instruction
(or Oral Instructions confirmed in writing in accordance
with Section 11(h) hereof) to make any payment or transfer
of monies on behalf of the Fund for which there would be, at
the close of business on the date of such payment or
transfer, insufficient monies held by the Custodian on
behalf of the Fund, the Custodian may, in its sole
discretion, provide an overdraft (an "Overdraft") to the
Fund in an amount sufficient to allow the completion of such
payment or transfer. Any Overdraft provided hereunder: (a)
shall be payable on the next Business Day, unless otherwise
agreed by the Fund and the Custodian; and (b) shall accrue
interest from the date of the Overdraft to the date of
payment in full by the Fund at a rate agreed upon in
writing, from time to time, by the Custodian and the Fund.
The Custodian and the Fund acknowledge that the purpose of
such Overdraft is to temporarily finance the purchase of
Securities for prompt delivery in accordance with the terms
hereof, to meet unanticipated or unusual redemption, to
allow the settlement of foreign exchange contracts or to
meet other emergency expenses not reasonably foreseeable by
the Fund. The Custodian shall promptly notify the Fund in
writing (an "Overdraft Notice") of any Overdraft by
facsimile transmission or in such other manner as the Fund
and the Custodian may agree in writing. To secure payment
of any Overdraft, the Fund hereby grants to the Custodian a
continuing security interest in and right of setoff against
the Securities and cash in the Fund's account from time to
time in the full amount of such Overdraft. Should the Fund
fail to pay promptly any amounts owed hereunder, the
Custodian shall be entitled to use available cash in the
Fund's account and to liquidate Securities in the account as
is necessary to meet the Fund's obligations under the
Overdraft. In any such case, and without limiting the
foregoing, the Custodian shall be entitled to take such
other actions(s) or exercise such other options, powers and
rights as the Custodian now or hereafter has as a secured
creditor under the Massachusetts Uniform Commercial Code or
any other applicable law.
(j) Inspection of Books and Records. The books and
records of the Custodian shall be open to inspection and
audit at reasonable times by officers and auditors employed
by the Fund and by the appropriate employees of the
Securities and Exchange Commission.
The Custodian shall provide the Fund with any report
obtained by the Custodian on the system of internal
accounting control of the Book-Entry System or the
Depository and with such reports on its own systems of
internal accounting control as the Fund may reasonably
request from time to time.
12. Term and Termination.
(a) This Agreement shall become effective on the date
first set forth above (the "Effective Date") and shall
continue in effect thereafter until such time as this
Agreement may be terminated in accordance with the
provisions hereof.
(b) Either of the parties hereto may terminate this
Agreement by giving to the other party a notice in writing
specifying the date of such termination, which shall be not
less than 60 days after the date of receipt of such notice.
In the event such notice is given by the Fund, it shall be
accompanied by a certified vote of the Board of Trustees of
the Fund, electing to terminate this Agreement and
designating a successor custodian or custodians, which shall
be a person qualified to so act under the 1940 Act.
In the event such notice is given by the Custodian,
the Fund shall, on or before the termination date, deliver
to the Custodian a certified vote of the Board of Trustees
of the Fund, designating a successor custodian or
custodians. In the absence of such designation by the Fund,
the Custodian may designate a successor custodian, which
shall be a person qualified to so act under the ▇▇▇▇ ▇▇▇.
If the Fund fails to designate a successor custodian, the
Fund shall upon the date specified in the notice of
termination of this Agreement and upon the delivery by the
Custodian of all Securities (other than Securities held in
the Book-Entry System which cannot be delivered to the Fund)
and monies then owned by the Fund, be deemed to be its own
custodian and the Custodian shall thereby be relieved of all
duties and responsibilities pursuant to this Agreement,
other than the duty with respect to Securities held in the
Book-Entry System which cannot be delivered to the Fund.
(c) Upon the date set forth in such notice under paragraph
(b) of this Section 12, this Agreement shall terminate to
the extent specified in such notice, and the Custodian shall
upon receipt of a notice of acceptance by the successor
custodian on that date deliver directly to the successor
custodian all Securities and monies then held by the
Custodian on behalf of the Fund, after deducting all fees,
expenses and other amounts for the payment or reimbursement
of which it shall then be entitled.
13. Limitation of Liability.
The Fund and the Custodian agree that the obligations
of the Fund under this Agreement shall not be binding upon
any of the Trustees, shareholders, nominees, officers,
employees or agents, whether past, present or future, of the
Fund, individually, but are binding only upon the assets and
property of the Fund, as provided in the Master Trust
Agreement. The execution and delivery of this Agreement
have been authorized by the Trustees of the Fund, and signed
by an authorized officer of the Fund, acting as such, and
neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to
have been made by any of them or any shareholder of the Fund
individually or to impose any liability on any of them or
any shareholder of the Fund personally, but shall bind only
the assets and property of the Fund as provided in the
Master Trust Agreement.
14. Miscellaneous.
(a) Annexed hereto as Appendix B is a certification signed
by the Secretary of the Fund setting forth the names and the
signatures of the present Authorized Persons. The Fund
agrees to furnish to the Custodian a new certification in
similar form in the event that any such present Authorized
Person ceases to be such an Authorized Person or in the
event that other or additional Authorized Persons are
elected or appointed. Until such new certification shall be
received, the Custodian shall be fully protected in acting
under the provisions of this Agreement upon Oral
Instructions or signatures of the present Authorized Persons
as set forth in the last delivered certification.
(b) Annexed hereto as Appendix C is a certification signed
by the Secretary of the Fund setting forth the names and the
signatures of the present officers of the Fund. The Fund
agrees to furnish to the Custodian a new certification in
similar form in the event any such present officer ceases to
be an officer of the Fund or in the event that other or
additional officers are elected or appointed. Until such
new certification shall be received, the Custodian shall be
fully protected in acting under the provisions of this
Agreement upon the signature of an officer as set forth in
the last delivered certification.
(c) Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Custodian,
shall be sufficiently given if addressed to the Custodian
and mailed or delivered to it at its offices at ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other place
as the Custodian may from time to time designate in writing.
(d) Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Fund, shall
be sufficiently given if addressed to the Fund and mailed or
delivered to it at its offices at
_______________________________________________________ or
at such other place as the Fund may from time to time
designate in writing.
(e) This Agreement may not be amended or modified in any
manner except by a written agreement executed by both
parties with the same formality as this Agreement (i)
authorized, or ratified and approved by a vote of the Board
of Trustees of the Fund, including a majority of the members
of the Board of Trustees of the Fund who are not "interested
persons" of the Fund (as defined in the 1940 Act), or (ii)
authorized, or ratified and approved by such other
procedures as may be permitted or required by the 1940 Act.
(f) This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of the
Custodian, or by the Custodian without the written consent
of the Fund authorized or approved by a vote of the Board of
Trustees of the Fund provided, however, that the Custodian
may assign the Agreement to an Affiliated Person and any
attempted assignment without such written consent shall be
null and void. Nothing in this Agreement shall give or be
construed to give or confer upon any third party any rights
hereunder.
(g) The Fund represents that a copy of the Master Trust
Agreement is on file with the Secretary of the Commonwealth
of Massachusetts and with the Boston City Clerk.
(h) This Agreement shall be construed in accordance with
the laws of The Commonwealth of Massachusetts.
(i) The captions of the Agreement are included for
convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.
(j) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an
original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective
representatives duly authorized as of the day and year first
above written.
FUNDS LISTED ON APPENDIX A
By:
Name:
Title:
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By:
Name:
Title:
APPENDIX A
Insight Growth Fund
Insight Moderate Growth Fund
Insight Conservative Allocation Fund
APPENDIX B
I, _____________________________________, the
Secretary of the Funds listed on Appendix A, each a business
trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund"), do hereby certify that:
The following individuals have been duly authorized as
Authorized Persons to give Oral Instructions and Written
Instructions on behalf of the Fund and the specimen
signatures set forth opposite their respective names are
their true and correct signatures:
Name Signature
FUNDS LISTED ON
APPENDIX A
By:
Secretary
Dated:
APPENDIX C
I, __________________________________________, the
Secretary of the Funds listed on Appendix A, each a business
trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund"), do hereby certify that:
The following individuals serve in the following
positions with the Fund and each individual has been duly
elected or appointed to each such position and qualified
therefor in conformity with the Fund's Master Trust
Agreement and the specimen signatures set forth opposite
their respective names are their true and correct
signatures:
Name Position
Signature
Chairman of the Board
President
Treasurer
Secretary
Vice President and
Investment Officer
Vice President and
Investment Officer
FUNDS LISTED ON
APPENDIX A
By:
Secretary
Dated:
SCHEDULE A
BOSTON SAFE DEPOSIT AND TRUST COMPANY
CUSTODY FEE SCHEDULE
A. Domestic Safekeeping:
B. PLUS $5/security holding charge
per month
C. PLUS Transaction charges:
DTC eligible
$
Non-DTC eligible $
Fed Book Entry $
Options
$
Futures
$
GNMA Paydowns $
Repo - depository $
- non-deposit
$
Physical - Govt
$
Physical - Corp/Muni
$
Commercial Paper $
Euro-CDs (London) $
This Fee Schedule shall be effective as of XXXXXXX, 19XX
through XXXXXXX, 19XX.
BOSTON SAFE DEPOSIT AND TRUST COMPANY
GLOBAL CUSTODY FEE SCHEDULE
A. Global Safekeeping:
Group I Assets BP
* Group II Assets
First $50 million BP
Next $50 million BP
Next $200 million BP
Excess BP
Group III Assets BP
Group IV Assets BP
Group V Assets BP
Group VI Assets BP
B. PLUS Transaction Charges:
Group I Transactions $
Group II Transactions $
Group III Transactions $
Group IV Transactions $
Group V Transactions $
Group VI Transactions $
* * Third Party F/X $
COUNTRY GROUPS
Group I Group II Group III Group IV Group V Group VI
Japan Euroclear Austria Australia Brazil Mexico
Cedel Canada Belgium Denmark Spain
Germany Luxembourg Finland Sweden
Netherlands France Greece
New Zealand HongKong Indonesia
Switzerland Ireland Jordan
Italy Philippines
Malaysia Turkey
Norway Venezuela
Pakistan Argentina
Peru
Poland
Portugal
Shanghai
Shenzen
Singapore
Thailand
United
Kingdom
Uruguay
SCHEDULE B
The Fund will pay to the Custodian as soon as possible
after the end of each month all out-of-pocket expenses
reasonably incurred in connection with the assets of the
Fund.
* Group Ikpoint levels are based upon assets within each category.
* * Third d Party F/X is one in which Boston Safe is not the currency broker.
This charge
will be assessed only on transactions where funds are actually transferred.
Reimbursable out-of-pocket expenses will be added to each monthly invoice and
will
include,
but not be limited to, such customary items as telephone, wire charges ($5.25
per wire),
stamp
duties, securities registration, postage, courier services and duplication
charges.